The Companions
by MetalHead55
Summary: Nightmare Moon and her dark army threatens to conquer all of Equestria. The only way to stop her is by using the Elements of Harmony, but she has already stolen them. Running out of options, Princess Celestia turns to Dawnbreaker and five other ponies to retrieve them. Dawnbreaker must overcome his personal demons and learn the power of friendship to succeed in his quest.
1. Chapter 1

Chapter One

Equestria: One thousand years before the events of FiM.

Black smoke filled the air as a single pony approached the gates of Canterlot. There were no guards stationed, most of them were busy trying to maintain order and lend a hoof to the devastated citizens. The night sky had turned to a blood red, and the moon burned in black fire. The greatest tragedy in the history of ponykind had just happened, and the lone unicorn stallion who entered the wrecked city knew why he was summoned. He trotted slowly without so much as acknowledging anypony he passed. He wore a dark hooded cloak around his body and a black veil across the lower portion of his face, revealing only his eyes. He was surrounded by smoldering ruins and destroyed buildings, medical specialist tending to wounded soldiers and citizens, and frantic guards trying to restore order and keep things moving along. Many were dead, some were holding on to life by a thread, and some were in shock at what had just happened. The bodies of their enemy's forces outnumbered the bodies of Canterlot's innocent. The battle was won, but at a terrible cost, and now the unicorn stallion was called to pick up the pieces.

After a long walk through the desolated city, he reached his destination: Canterlot Castle. Unlike the city gates, the castle was heavily fortified. Two pegasi guards cut off the stallion, thrusting their armored wings in front of him in a sideways cross. "Who goes there? No citizens allowed in the castle. Official business only!" the guard to his left bellowed. The unicorn said nothing, only pulling a small crest from under his cloak and showing it to the guards. It was similar to the infamous Alicorn Amulet, only it was mostly a dark crimson color and bore the initials "E.S.F." on each wing. The guard knew that it meant "Equestrian Special Forces" and gave the unicorn an approving nod. Both guards moved their wings out of the way and the hooded unicorn passed.

Inside the throne room, Princess Celestia sat gazing out one of the castle's glass windows. She looked over the destruction that had been brought to her beloved city with fear in her heart for what other parts of Equestria had been put in jeopardy. As she surveyed as much of the land as she could, she finally set her gaze on the Everfree Forest, where her newfound enemy had retreated to. Tears began to form in her eyes. She then heard the doors to the throne room open behind her.

"Your highness?" a guard said as he entered.

Celestia shook her tears off and turned to the guard. "Yes?"

"The unicorn you summoned has arrived."

"Send him in, please."

"Yes, your majesty."

Only a moment later the unicorn stallion entered. Celestia nodded to her guards to leave them alone. The two ponies were now alone in the throne room, only a short distance apart. After a moment of silence, the Princess finally spoke.

"It's good to see you again, my friend. I know that it's been a while, and I do wish the circumstances were better."

"You and me both." the unicorn responded in an apathetic tone, removing the veil from his face and pulling the hood of his cloak back. The stallion pulled his messy black mane away from his face, revealing his crimson eyes and his light grey coat. He had aged a bit since the last time Celestia had saw him, which was roughly seven years ago. He had kept a grim look on his face on his way to the castle, but it had perked up slightly once he got here.

"Dawnbreaker, I need your help." Celestia said as she used her magic to create a magical plane in front of the two. "My sister, Luna, has become depressed and jealous because the ponies of Equestria sleep as she raises the moon, while they enjoy themselves in my sunlight." As she explained, the events she detailed were recounted on the magical plane she created. "The evil spirit of the moon, Nightmare Moon, sensed this and fed off of her, possessing her body and corrupting her." A navy blue alicorn was seen being surrounded by a dark magical substance, turning her into a large black alicorn, adorned with armor and glowing eyes. "She has somehow raised a massive army of dark ponies, and has taken over the Everfree Forest and neighboring villages." She closed the plane and turned to Dawnbreaker, pointing out a nearby window at the city. "She shrouded the land in darkness, refusing to lower the moon, and under the cover of night attacked Canterlot. The city has not been besieged like this since the First Changeling War."

"Equestria does not have the strength to repel such a force. There is only one way to defeat Nightmare Moon," she said, turning away again. "I must take up the Elements of Harmony and banish my sister to the core of the moon."

Dawnbreaker had been patiently listening to all that Celestia had said. He knew the severity of the situation, but was confused on what Celestia needed him for. "And how am I supposed to help, princess?"

Celestia approached him slowly, looking directly into his eyes. "Luna has just as much control on the Elements as I did, and stole them. They are hidden deep within her fortress in the Everfree Forest. I cannot leave Canterlot, for fear that she may attack again, and without my presence the city will surely fall. This is why I need you, Dawn. You must break into Nightmare Moon's fortress and retrieve the Elements, so I can use them to defeat her."

It all made sense to him now. As a member of the E.S.F., he had performed countless spec ops missions. He was somewhat of a hero for his actions in the Second Changeling War, only nine years ago. However, he was older now, in his mid 30s, and hoped to put his past behind him. He wanted nothing more than to forget his past life.

"Tia….are you…" he began, his head drooping down sadly and speaking softly, "are you sure you want….me to do this?"

"Nopony has the experience you do, Dawn. Your battle magic is some of the best, and your intelligence is unmatched. You could do what a hundred ponies could not."

She noticed his sadness, and lifted his head with her hoof. "I know that this is a huge task to ask of you, but I wouldn't ask if I wasn't confident in you."

A small smile crept onto his face. Celestia always had a way of changing somepony's mind with her kind words and a hopeful stare. He didn't want to do this, but he knew that he had to. This mission was everything. He backed away and looked up at the princess with a determined face.

"Where do I begin?"

**A**/**N Hello everypony. This is my first fan fiction on this site. I haven't written much fan fiction so please bear with me. Some pointers and constructive criticism would be greatly appreciated. Basically this story is a prelude to MLP:FIM. Dawnbreaker is Twilight Sparkle's ancestor and this story will set the stage for FIM. Hopefully things will turn out well. See you soon!**


	2. Chapter 2

Chapter 2

Celestia smiled at the grey stallion. Her old dear friend, always so pessimistic and grim about everything, could become the sweetest of souls if he wanted to. Only she could bring this side of him out, and she did it with ease. "That's the Dawnbreaker I remember, eager to adventure and always ready to do his duty." The grey unicorn rolled his eyes, giving a sly grin. "Yeah, well, a nineteen year old colt isn't the same pony as one who is pushing forty" he said to the princess. "Of course, not that you would know, your majesty. Now then, where do I start?"

"I said before that you could do what a hundred ponies could not. However, you aren't going alone."

"Excuse me?"

"I'm sending you to a settlement to the west. You must gather together a group of five ponies to assist you."

"Why? I can handle this."

"I know you can, Dawn, but you still need help."

"I know what you're trying to do, Tia." Dawnbreaker said sternly to the princess. He was the only pony who could speak this way to her and get away with it. "You are trying to get me to make friends, aren't you? You just put the fate of Equestria in my hooves, and now you want me to screw around in a dirt hole because you think I need friends? I don't. I never have and I never will. I don't have time to waste with other ponies. I don't need them. I don't need anypony!"

"Dawnbreaker Sparkle" Celestia said, now the aggressive speaking one. "You have spent the last seven years of your life wasting away. All you do is sit in your home and read spellbooks and do research on the most irrelevant things. You keep your door locked and your windows shut and avoid everypony who tries to speak with you. This is not the Dawnbreaker I used to know. The Dawnbreaker I used to know was friendly, kind and always smiled. I'm tired of seeing you miserable! I'm tired of seeing you be a hermit!" Celestia's voice was now considerably loud. She calmed herself and returned to her sweet, compassionate voice. "You know I care about you, Dawn. I want you to be happy, and I want to see that smile again."

Dawnbreaker was having mixed feelings about what he just heard. The princess had never gotten this irritated with him before. She even used his family name, which his family scarcely used nowadays. He was irritated himself by the princess bringing this up. Why was she so concerned? Why did it matter? He wasn't miserable and he wasn't a hermit. And to call his research "irrelevant" was ridiculous. Yet, he understood where she was coming from. Maybe it was time to move on from the past.

"If only you knew, Tia." He said apathetically as he removed the rest of his cloak. His short tail was jet black and messy, just like his mane. His light grey coat reflected the moonlight peering in through the window. His body had shown significant signs of aging. His cutie mark, a silver mace surrounded by beams of sunlight, was his most noticeable feature. "If you've seen the things I've seen, been to the places I've been to….done the things I've done…you'd understand." He then sat in front of the window and looked into the distance, trying to fight the overwhelming feelings of disdain.

Celestia put a comforting hoof on his shoulder. The two sat in silence for a short while. She knew of what he experienced in the Second Changeling War. He fought in many conflicts, but none that intense, and it was because of the events that occurred during that time that she knew why he felt like this. After a few minutes of silence, Dawnbreaker spoke.

"Fine, I'll do it. I'll find these other ponies. If it means saving Equestria, I don't have much of a choice."

"There's an old saying, 'It's always darkest before the dawn.' Well, I think we're due for a beautiful morning." She said to him, smiling and giving him a wink. Dawn returned a smile.

"As I said, this mission will need a team of at least six ponies. So I'm sending you to the Fruitbasket Settlement to put your team together. First, you will head to the lumber mill and find an earth pony named Hatchet. The Everfree Forest is vast and dangerous, and almost impossible to trek through without an experienced forester. Next you will find a pegasus named Skyline. He is one of the most talented flyers in the area, and will be useful for scouting and recon. After that you will head to the quarry and find a gem miner named Emerald Dream. He has an eye for valuable gems, and his excellent attention to detail may help in finding ways to breach the castle. Next you will find Foxtrot, a pegasus who serves as the local beastmaster. His knowledge of woodland creatures will help you steer clear of dangerous wild animals, as well as use the forest creatures for extra assistance if needed. Finally, an earth pony named Sweet Tooth. He is a baker and can provide food for your journey, as well as provide…..comic relief."

Dawnbreaker listened carefully, comprehending every last detail of Celestia's order. The roles these ponies would fill were indeed useful, even though he was still confident that he could have done this on his own.

"Once you have gathered your team together, you will proceed to her castle in the Everfree Forest, avoiding her dark pony forces that will surely occupy most of the forest."

"How many?"

"I can't say, although my scouts say they number in the tens of thousands."

"Pfft." Dawn scoffed and rolled his eyes.

"Once inside, you must locate the Elements of Harmony. More than likely my sister commanded the dark pony warlord to guard them."

"Warlord?"

"His name is General Apocalypse. He is a dark alicorn that used to lead the dark ponies, but gave up his leadership to Nightmare Moon in exchange for a share of land should Equestria fall. He's extremely powerful, intelligence, cunning, and above all ruthless and cruel. He's not to be underestimated."

Dawn gave a cocky smile. "I spat in King Amber's face before I slaughtered his royal guards and burned him alive with a fire spell before I burn the changeling hive to the ground. I think I can handle it."

Celestia grinned at his newfound confidence, but quickly returned to seriousness. "Once you have the Elements, you will need to find the tunnel system that runs underneath the castle. It should lead all the way back to the Canterlot sewers. Once I have the Elements, I can banish my sister and end this conflict."

Dawnbreaker understood everything. He put his cloak back on and prepared to set out on his journey. "Don't worry, Tia. I will bring back the Elements of Harmony or die trying!"

"Please don't do the latter, my friend. I have every bit of confidence in you. You will succeed, I know you will. There is a chariot waiting by the city gates ready to take you to the settlement. Now go, there is no time to waste."

Dawnbreaker gave his final farewells to the princess and ran out the door. She watched him gallop toward the city gates from her window. "Be safe, Dawn" she said softly to herself. "And please, find happiness. Find friendship, it's the only way to save yourself."

Dawn is breaking, greet the new day.


	3. Chapter 3

Chapter 3

The journey had been long and exhausting. Dawnbreaker's trip had been mostly spent sleeping or staring down at the moving landscape below him. The two royal guard pegasi that pulled the chariot didn't say much, they just kept their eyes on the sky before them and did their job. Dawnbreaker's saddlebags sat next to him, filled with the necessities needed for the long journey that awaited him. He kept thinking about Celestia's words, and how serious she was about Dawn's withdrawal from society. She seemed more worried about him than she did about Nightmare Moon, or Canterlot's invasion, or the Elements of Harmony. She wanted to "see that smile again". Why was she so concerned about these things? Wasn't the fate of Equestria more important? Why would she put all her attention and concern into one aging unicorn stallion rather than her whole country?

Dawnbreaker's thoughts were interrupted by the sudden descent of the chariot. He carefully observed the scene around him. The small settlement looked busy enough, ponies were buzzing around doing various task. Despite the chaos that was befalling Equestria, they seemed happy, carefree and content. The everlasting night enveloping Equestria hadn't yet reached the settlement, but could be seen on the horizon.

Dawn hopped down from the chariot, gathered his supplies and gave an appreciative nod to the pegasi pulling the chariot. As they flew away, Dawn observed the up and coming town around him. There were mostly large tents and makeshift huts, only a handful of fully constructed buildings were standing. Dawnbreaker floated his checklist out of his saddlebag and looked at the first name.

"Hmmm, the first name says "Hatchet", located at the lumber mill on the outskirts. Well, guess I better make my way there."

As he turned to leave, he noticed a turquoise colored earth pony stallion with a blue mane and tail and a cupcake cutie mark staring at him with widened eyes and his mouth agape. Dawn stepped back in surprise, and was stunned by how awkward he felt. _Who the hay is this? Why is he staring at me like that? Ugh, this is creepy. Well, I guess I'd better give this friend making this a shot._

"Umm….hi there, my name is-" Before he could finish, the earth pony stepped back and gasped loudly, then darted off in the opposite direction. Dawn could only stand there in confusion.

Dawnbreaker finally reached the lumber mill. He looked around at all of the earth pony workers who were busy chopping down trees, sending them through a large saw, cutting up the remaining segments and then fashioning sharp tips onto them. Dawn knew what was going on. Despite how pleasant the citizens looked, they were actually gearing up to defend themselves. These sharpened pieces of wood were to be used for making barricades. He walked around the lumber mill, looking for the stallion that matched the description of the one he was looking for. It was then he heard a loud "YEEEE-HAWWW" from his left and turned to see a muscular earth pony holding a large woodcutting axe above his head. He then brought it down with incredible force and split a massive log into two perfectly cut halves effortlessly. The two halves darted away from the woodcutting stump and landed a good ten feet away on both sides. The earth pony stallion then set his axe down and took a victorious pose as his co-workers cheered. He matched the description he was given, a large, muscular stallion with a burnt orange coat and a dark red mane and tail. He looked even more muscular standing still than he did in action. He had blue eyes and his cutie mark was a woodcutting axe lodged in a stump. This had to be him, Hatchet, lumberjack and head forester. Dawnbreaker approached him slowly. "Hello there, my name is Dawnbreaker and I-"

"Howdy there, Dawnbreaker!" Ah'm Hatchet, lumberjack and forester here at the lumberyard! We don't get many visitors 'round here! We're always happy ta meet new friends!" the earth pony bellowed, fiercely shaking Dawn's hoove. Once Dawn regained control of his hoof, he was quickly swept away and introduced to all of the workers at the lumberyard, as well as being forced fed various foods, most of which had been made from a various type of fruit, predominantly apples. After what seemed like forever, Dawn had a chance to speak again.

"Umm, Mr.….Hatchet, was it? I'm actually here on official business. You see, I'm here by order of Princess Celestia and-"

"PRINCESS CELETSIA?!" Hachet nearly yelled in awe.

"Y-yes, Princess Celestia, she sent me here. As you know, Princess Luna has been possessed by Nightmare Moon and threatens to conquer all of Equestria. Her everlasting night is spreading and could reach this settlement very soon." A worried look began to appear on Hatchet's face, sucking away the overly positive attitude that he once had. "Princess Celestia requires an ancient artifact known as the Elements of Harmony to defeat her, but they have been stolen and hidden in her fortress in the Everfree Forest. That's why I'm here." Dawn saw the blank expression on the muscular earth pony's face. He was busy putting the pieces together in his mind. Dawn didn't have to speak any further, because he could tell Hatchet knew where he was going, but he chose to finish his statement anyway. "I'm here because I am putting a team together for this mission. I'm told that you are the best forester in these parts, and getting through the Everfree Forest by myself would be impossible." He then showed Hatchet a parchment stamped with the royal seal. "By order of Her Majesty Princess Celestia, you have been requested to partake in a military expedition into the Everfree Forest. No penalty will be issued should you decline, rather you shall be rew-"

"I accept, Dawnbreaker." Hatchet interrupted, holding his strong, well toned hoof. He then turned toward the encroaching darkness on the horizon. "I knew it would come to this. How could anypony trust that pompous little brat of a sister of hers? Princess Celestia shoulda' seen this coming." Dawn was taken aback by his suddenly stern, morbid tone. This was undoubtedly one of the friendliest ponies he had ever met, now unashamedly berating royalty. "Mah family is now at stake. Mah home is bein' threatened. Our hopes of getting out of this gosh darn lumber business and settlin' down as farm folk could be crushed. Of course Ah'll join ya, Dawn."

"Great. Gather everything you need and meet me in the middle of town at sundown. Glad to have you, Hatchet."

"Anytime, friend. Y'all take care now!" the earth pony said as he trotted off.

"One down, four to go." Dawnbreaker said to himself as he proceed to his next target. He soon realized something. _He called me his….friend? Ugh. Well I guess you're getting your wish, Celestia. _

**A/N: Hello everypony. I just wanted to thank anybody who has taken the time to read up to this point. As I said, I'm haven't written much serious fan fiction, so I would greatly appreciate reviews and constructive criticism. Well, so far so good. See ya next time!**


	4. Chapter 4

Chapter 4

Dawnbreaker made his way back to the town square. He felt bloated from all of the food that was given to him, and irritable from being talked to death by a bunch of country ponies. Still, he was glad he found Hatchet. He seemed to be a likeable stallion, and was very easy to recruit into his mission. Dawnbreaker floated his checklist in front of him and observed the next name: Skyline. According to what Princess Celestia told him, he was one of the ponies who handled the weather, and had heard he was a very skilled flyer.

Dawn looked up at the sky and noticed numerous clouds floating above him. It looked like they had been there for hours, and there was no sign of anypony taking care of it. "Whoever this 'Skyline' is, he is terrible at his job" Dawn said to himself. Not a second later a multi-colored blur violently crashed into him, throwing him into a nearby mud puddle. When Dawn shook off the brief dizziness from the impact, he noticed that a white pegasus was sitting on top of him. He was about half as muscular as Hatchet was, but had very strong and well toned wings. He sported a long mane and tail of red, blue and black, all of which flowed side by side in streaks down the length of his hair. His cutie mark was a tri-color jet stream piercing the skies, very similar to his mane.

He quickly got off of Dawn and laughed to himself. "Uhhh….whoops?" Dawn could only seethe as he laid face down in the puddle of mud. He lifted his head and glared at the pegasus. "Uh….wait here!" he said as he zipped off and retrieved a small cloud. He guided it over dawn and bounced on it until rain poured down, cleaning the mud from Dawn's coat, leaving him soaking wet. Before he could speak again, the white pegasus quickly flew around him, creating a whirlwind which dried Dawn's coat, leaving him completely clean. Dawn's mane and tail were slightly frizzled from the drying, but because they were short they didn't look too ridiculous. Regardless, the white pegasus began to snicker at his handiwork. Dawn finally lost patience and grabbed the pegasus just beneath the throat. "You must be….Skyline."

The pegasus recoiled away from the irritated unicorn. "Yep, that's me. Why? Have you heard of me?"

"I've heard you are a fast flyer, as well as an awful weather pony."

"I'll agree with you on the first part. In fact, I'm the fastest flyer around. I could clear this sky in ten seconds flat!"

"I bet you could, but that's not why I'm here. I've been sent to find you by Princess Celestia, you're needed on a spec ops mission to retrieve the Elements of Harmony, so that Nightmare Moon can be defeated."

The pegasus' attitude completely changed upon hearing this. "The Princess needs….me?"

"Yes, your excellent flying skills will be invaluable for recon and espionage."

"Wow..." the pegasus began quietly. "That….that sounds so….so…..AWESOME!" Dawn was caught off guard by this sudden burst of excitement. "This is great! I get to go on a mission from the ruler of all Equestria, show off my flying skills, and kill some dark ponies! Of course I'll come, sign me up!"

Dawn nodded and checked Skyline's name off the list. "Great. Gather any supplies you need and meet me in the town square at sundown. Glad to have you with us."

"Yeah, yeah, no problem! Wow, this is going to be soooo cool! Hey, maybe they'll even let me back in after they hear about this!"

"They? Who is 'They'?" Dawn inquired.

"The Solar Angels, of course! The best flyers in Equestria!"

"Did they kick you out?"

Skyline sighed. "Yeah, it's a load of crap, too."

"What happened?"

Skyline suddenly put on a grim, slightly angry face. "Jealousy." He said bluntly. "They're jealous! I performed the Sonic Rainboom! Nobody has ever done the Sonic Rainboom! I'm the first! The Mayor of Cloudsdale even told me so! They said I was 'reckless' and 'careless'. Ugh!"

Dawn actually felt a tad bit bad for the pegasus. "Wow, that's unfortunate. If they're jealous then you shouldn't be too concerned, because you may be better off without them. Anyways, I'm glad to have you, Skyline. I'll see you later."

"Oh, sure. No problem! Hey, I didn't catch your name!"

"Oh, I'm Dawnbreaker. Nice to meet you."

"Nice to meet you too, Dawnbreaker. When this whole this blows over maybe we can hang out or something!"

With that, the white pegasus gave his farewell and flew away. Dawn quickly realized that this pony felt the same way that Hatchet felt. They both acted like they were Dawn's friends. With a sigh, Dawn continued to the next pony on his list.

_Meanwhile, in the Everfree Forest._

Nightmare Moon's everlasting darkness mercilessly consumed the Everfree Forest. Her minions roamed free throughout the dark forest, chopping down trees and killing the animals to use for building fortifications and to eat and clothe themselves. The black, burning moon illuminated the crimson sky which expanded for miles, leaving dread and fear in its wake. Deep within the forest was the massive fortress of Nightmare Moon. It was as large as Canterlot Castle, maybe even larger. It was once a massive temple to the ancient pony gods, where the ancient ponies worshiped for over 100,000 years before the emergence of the alicorns. Deep within the castle, a large figure sat in a makeshift throne room. A dark pegasus flew in and approached the menacing creature. "General, our scouts found Celestia's agent. He has reached a small settlement near the edge of the forest. We don't know why here is there, but we do know he is searching for the Elements."

The giant dark pony stood up and approached his minion. He was larger than Celestia herself, and had a jet black coat and a blood red mane. He was clad in dark colored steel armor with spiked shoulders and a row of sharp razors running along his spine. His eyes glowed white and his long horn extended from an opening in his intimidating metal helmet, which feature two long hornlike appendages on the sides of his head, giving him the look of a demon. His massive bat-like wings spread over his back. A blood-painted skull resided on the flank of his armor where his cutie mark would be. This was General Apocalypse, the Warlord of the Dark Ponies, and now Nightmare Moon's personal instrument of death.

"Celestia….." he uttered, his demonic voice resonating throughout the room. "That fool, thinking she can steal the Elements from our Dark Lady, and with one measly pony no less."

"My lord, we have a battalion near the settlement in question. We can wipe them out in one fell swoop and eliminate the agent."

"No, not yet. The everlasting night has not reached beyond the forest yet. The only other area it reached was Canterlot. It was the only way we could attack the city successfully, and I don't want to fight another battle without it."

"But sir, it's just a small settlement, we could easily-"

The dark pony was then brutally bucked across the room by the General's massive hind legs. He hit the wall on the opposite side of the room with a loud thud. He then founded his bloody body being held by the throat against the wall above the ground by the General's armored hoof. "HOW DARE YOU QUESTION ME, YOU WORTHLESS MAGGOT!?" he yelled in a hellish version of the Canterlot voice. "I am your Warlord! I am your General! I am your GOD. You obey ME! Is that clear?"

The dark pony trembled under Apocalypse's titan grip. Before he could answer, the General repeated his question. "IS THAT CLEAR, YOU WHELP!?"

"Y-yes….m-my lord…."

Apocalypse released the broken pegasus, who fell to the floor and made no attempt to stand up again. "Now get out of my sight!" The General shouted as we returned to his throne, while his soldier feebly crawled out of the room.

**A/N: Wow, this chapter was a doozy. I have been extremely busy and have had the worst writer's block lately. I apologize for this chapter being really dumb and poorly written. I still encourage you to send me reviews, as I could use them to make this story great. Hopefully you can see where the plot is going so far. Well, hope you enjoyed it so far! Peace!**


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